-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WHUthLI7KP2WFZbWELXFTM/UmQZGVib4+fQwAgG6RCrhzv8ANQYN7b82ZFmBR6qF fCQjXiAwl8WJj5A/4r9PPg== 0000950142-02-000214.txt : 20020414 0000950142-02-000214.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950142-02-000214 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020215 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTEON CORP CENTRAL INDEX KEY: 0001090709 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 541023915 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-84835 FILM NUMBER: 02553338 BUSINESS ADDRESS: STREET 1: 3211 JERMANTOWN RD STREET 2: SUITE 700 CITY: FAIRFAX STATE: VA ZIP: 22030 BUSINESS PHONE: 7032460300 MAIL ADDRESS: STREET 1: 3211 JERMANTOWN RD STREET 2: SUITE 700 CITY: FAIRFAX STATE: VA ZIP: 22030 8-K 1 form8k215.txt FORM 8-K ANTEON INT'L CORPORATION DTD 2/15/02 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2002 ANTEON INTERNATIONAL CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) VIRGINIA 333-84835 54-1023915 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 3211 JERMANTOWN ROAD, SUITE 700, FAIRFAX, VA 22030-2801 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (703) 246-0200 ---------------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Press Release dated February 15, 2002. ITEM 9. REGULATION FD DISCLOSURE On February 15, 2002, we issued a press release announcing operating results for fiscal 2001, the year ended December 31, 2001. The press release is attached as exhibit 99.1 to this report. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ANTEON INTERNATIONAL CORPORATION Date: February 19, 2002 By: /s/ Vincent J. Kiernan --------------------------------------- Name: Vincent J. Kiernan Title: Vice President, Finance 2 EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Press Release dated February 15, 2002. 3 EX-99 3 exform8k215.txt PRESS RELEASE ANTEON CORP. FORM 8-K EXHIBIT 99.1 ------------ [LOGO OMITTED] NEWS Contact: FOR IMMEDIATE RELEASE Tom Howell Anteon International Corporation (703) 246-0525 thowell@anteon.com Anita Berryman Shoor & Company, Inc. (508) 995-2020 aberry@shoorpr.com ANTEON INTERNATIONAL CORPORATION ANNOUNCES YEAR END RESULTS FOR FISCAL 2001 FAIRFAX, VA, FEBRUARY 15, 2002 - Anteon International Corporation, a Virginia corporation, today announced operating results for the year ended December 31, 2001. For the year ended December 31, 2001, Anteon's revenue increased 31.7% to $715.0 million from $542.8 million for the year ended December 31, 2000. Earnings before interest, taxes, depreciation and amortization (EBITDA) for the year ended December 31, 2001 increased 30.4% to $47.4 million from $36.3 million during 2000. The Company's net income (loss) for the year ended December 31, 2001 increased 168.3% to $2.0 million from $(2.9) million for the year ended December 31, 2000. For the quarter ended December 31, 2001, Anteon's revenue increased 18.0% to $180.2 million from $152.7 million for the year ended December 31, 2000. EBITDA for the year ended December 31, 2001 decreased 14.5% to $8.3 million from $9.7 million during 2000. The Company's net loss for the quarter ended December 31, 2001 increased 110.2% to $(2.5) million from $(1.2) million for the quarter ended December 31, 2000. During the quarter ended December 31, 2001, the Company recorded $3.6 million for costs associated with the termination of its management fee agreement with Caxton-Iseman Capital, Inc. and a $.75 million writedown of its North Stonington, CT facility. ANTEON INTERNATIONAL CORPORATION ANNOUNCES YEAR END RESULTS FOR FISCAL 2001 Page 2 of 3 February 15, 2002 On a pro forma basis excluding sold or closed operations and including the acquisition of the training systems division of SIGCOM on July 20, 2001, Anteon's revenue for the fiscal year ended December 31, 2001 increased 20.7% to $706.6 million from $585.6 million for fiscal 2000. Also on a pro forma basis, EBITDA for fiscal 2001 increased 17.8% to $52.9 million from $44.9 million during fiscal 2000. Anteon International Corporation, headquartered in Fairfax, Virginia, is a leading information technology and engineering solutions company providing support to the federal government, commercial, and international sectors for 25 years. We are a Virginia corporation, and our corporate parent, Anteon International Corporation, a Delaware corporation, has recently filed a Registration Statement on Form S-1 with the Securities and Exchange Commission in connection with a proposed initial public offering of shares of its common stock. Because of certain indebtedness of our Delaware parent, the financial results of our Delaware parent are different from those of the Virginia corporation which is issuing this press release. "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: THE STATEMENTS CONTAINED IN THIS RELEASE WHICH ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE SET FORTH IN, OR IMPLIED BY, FORWARD-LOOKING STATEMENTS. THESE RISKS AND UNCERTAINTIES INCLUDE THE COMPANY'S ENTRY INTO NEW COMMERCIAL BUSINESSES, DEPENDENCE ON CONTINUED FUNDING OF U.S. GOVERNMENT PROGRAMS, GOVERNMENT CONTRACT PROCUREMENT AND TERMINATION RISKS, INCLUDING RISKS ASSOCIATED WITH PROTESTS, AND OTHER RISKS DESCRIBED IN THE COMPANY'S SECURITIES AND EXCHANGE COMMISSION FILINGS. THE COMPANY BELIEVES THAT EBITDA IS THE MOST ACCURATE METRIC FOR EFFECTIVE MANAGEMENT OF THE BUSINESS, FOR VALUING COMPANIES IN THE INFORMATION TECHNOLOGY SERVICES SECTOR, AND AS A WIDELY ACCEPTED SUPPLEMENTAL INDICATOR OF A COMPANY'S ABILITY TO INCUR AND SERVICE DEBT. HOWEVER, EBITDA SHOULD NOT BE CONSIDERED BY AN INVESTOR AS AN ALTERNATIVE TO NET INCOME OR OPERATING INCOME AS AN INDICATOR OF OUR OPERATING PERFORMANCE OR CASH FLOW FROM OPERATIONS, OR AS AN ALTERNATIVE TO CASH FLOWS AS A MEASURE OF LIQUIDITY. (FINANCIAL TABLES FOLLOW) ANTEON INTERNATIONAL CORPORATION AND SUBSIDIARIES (A VIRGINIA CORPORATION AND MAJORITY-OWNED SUBSIDIARY OF ANTEON INTERNATIONAL CORPORATION, A DELAWARE CORPORATION) CONDENSED CONSOLIDATED STAETMENTS OF OPERATIONS (amounts in thousands)
Three Months Ended Three Months Ended December 31, 2000 December 31, 2001 Change ----------------------- -------------------------- ------------ Revenues $ 152,735 $ 180,183 18.0% Costs and Expenses 134,328 156,047 16.2% ----------------------- -------------------------- Gross Profit 18,407 24,136 31.1% Operating Expenses: General and Administrative Expenses 10,983 17,113 55.8% Amortization of Noncompete Agreement 209 - -100.0% Goodwill Amortization 1,347 2,458 82.5% Other Intangible Amortization 527 613 16.3% Cost of Acquisitions 4 - -100.0% ----------------------- -------------------------- Operating Income 5,337 3,952 -26.0% Gains on Sales and Closure of Businesses - 139 100% Interest Expense 6,445 5,649 -12.4% Minority Interest 29 (14) -148.3% ----------------------- -------------------------- Pretax Income (1,079) (1,572) -45.7% Income Tax 104 915 779.8% ----------------------- -------------------------- ----------------------- -------------------------- Net Income (loss) $ (1,183) $ (2,487) -110.2% ======================= ========================== EBITDA $ 9,735 $ 8,322 -14.5% Cash Flow from Operations $ 4,518 $ 11,834 161.9% Twelve Months Ended Twelve Months Ended December 31, 2000 December 31, 2001 Change ----------------------- -------------------------- ------------ Revenues $ 542,807 $ 715,023 31.7% Costs and Expenses 474,924 627,342 32.1% ----------------------- -------------------------- Gross Profit 67,883 87,681 29.2% Operating Expenses: General and Administrative Expenses 38,506 51,442 33.6% Amortization of Noncompete Agreement 866 349 -59.7% Goodwill Amortization 4,714 6,704 42.2% Other Intangible Amortization 2,673 2,321 -13.2% Cost of Acquisitions 86 - -100.0% ----------------------- -------------------------- Operating Income 21,038 26,865 27.7% Gain on Sales and Closure of Businesses - 4,046 100% Interest Expense 22,746 23,106 1.6% Minority Interest 24 (24) -200.0% ----------------------- -------------------------- Pretax Income (1,684) 7,781 562.1% Income Tax 1,225 5,795 373.1% ----------------------- -------------------------- Net Income (loss) $ (2,909) $ 1,986 168.3% ======================= ========================== EBITDA $ 36,341 $ 47,371 30.4% Cash Flow from Operations $ 17,877 $ 39,376 120.3%
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